SOFTNET SYSTEMS, INC.
                                520 Logue Avenue
                            Mountain View, CA 94043



April 7, 1998

Dr. Lawrence B. Brilliant
8 Ralston Avenue
Mill Valley, CA 94941

Dear Larry:

This will confirm your  employment as Vice  Chairman,  President  and C.E.O.  of
SoftNet Systems, Inc. ("Company"),  effective April 7, 1998, at an annual salary
of  $250,000,  for a term of three  years.  You will also be entitled to receive
such bonuses as the  Compensation  Committee  establishes from time to time upon
reaching  targets  set by the Board from time to time.  You will be  entitled to
four weeks of paid vacation per year; to participate, on a basis consistent with
other senior executive officers of the Company,  in benefit programs  maintained
by the Company  from time to time;  and to  reimbursement  of itemized  expenses
reasonably incurred by you on behalf of the Company.

Your employment hereunder shall terminate upon the earlier of (a) April 7, 2001;
(b) your death;  (c) the  expiration  of a continuous  period of 120 days during
which  you  are  unable  to  perform  your  duties  due to  physical  or  mental
incapacity;  (d)  termination by the Company due to either a material  breach of
this  Agreement  by you,  or for Just  Cause;  (e)  termination  by you due to a
material  breach  of this  Agreement  by the  Company  or for Good  Reason;  (f)
termination by the Company other than under (d), or (g) termination by you other
than under (e). The Company  shall be deemed to have  materially  breached  this
Agreement  if it fails to comply with the first  paragraph  hereof in a material
respect.  You shall be deemed to have materially  breached this Agreement if you
fail to comply  with or  violate  the  confidentiality  provisions  herein.  For
purposes hereof, "Just Cause" shall be one of the following:

         (i)      Your failure or refusal,  after  notice,  to perform  specific
                  directives of the Board of Directors which are consistent with
                  the scope and nature of your  duties and  responsibilities  as
                  set forth herein;

         (ii)     Dishonesty if it materially affects the Company;

         (iii)    Drunkenness  or use of  drugs  (unless  medically  prescribed)
                  which interfere with your performance,

         (iv)     Conviction  of a  felony  or  of  any  crime  involving  moral
                  turpitude, fraud, or misrepresentation;

         (v)      Gross willful  misconduct  resulting,  in loss to the Company,
                  damage to the Company's reputation or theft; or



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Dr. Lawrence B. Brilliant
Page 2
April 7, 1998


         (vi)     Gross incompetence in the performance of your duties.

For purposes, Section (e), "Good Reason", shall include


         (i)      If your health should become  impaired to an extent that makes
                  the continued  performance of your duties hereunder  hazardous
                  to your physical or mental health or your life;

         (ii)     A change in control of the Company (as defined below),

         (iii)    Any  assignment  to  Employee  of any duties  other than those
                  contemplated  by, or any  limitation of the powers of Employee
                  in any respect not contemplated above; or

         (iv)     Failure  of  the  Company  to  obtain  the  assumption  of the
                  agreement to perform this Agreement by a successor.

For purposes of this Agreement,  a "change in control of the Company" shall mean
a change in  control  of a nature  that  would be  required  to be  reported  in
response to Item 5(f) of Schedule 14A of Regulation  14A  promulgated  under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"); provided that,
without limitation, such a change in control shall be deemed to have occurred if
(x) there is a material  change in the  possession,  direct or indirect,  of the
power to direct or cause the  direction  of the  management  and policies of the
Company,  whether through the ownership of voting  securities,  by contract,  or
otherwise;  (y) any "person" (as such term is used in Section 13(d) and 14(d) of
the Exchange Act), other than the Company or any "person" who on the date hereof
is a director or officer of the Company,  is or becomes a "beneficial owner" (as
defined in rule 13d-3  under the  Exchange  Act),  directly  or  indirectly,  of
securities of the Company  representing 20% or more of the combined voting power
of the Company's then outstanding  securities,  except if such "person" acquires
the securities as the result of a financing  approved by the Board of Directors,
or (z)  during  any  period of two  consecutive  years  during  the term of this
Agreement,  individuals who at the beginning of such period constitute the Board
cease for any  reason to  constitute  at least a  majority  thereof,  unless the
election of each director who was not a director at the beginning of such period
has been approved in advance by directors representing at least sixty percent of
the directors then in office who were directors at the beginning of the period

If your  employment  is  terminated  under (b),  (c),  (e), or (f), you shall be
entitled to receive all salary and bonuses accrued through the termination date,
plus one year of salary following your termination and a prorated bonus for such
period.  In addition,  if your  employment  is  terminated  by either you or the
Company for reasons of a sale of the Company or substantially all its assets for
a price in excess of $12 per  share,  or a merger of the  Company  with  another
Company with a  transaction  value in excess of $12 per share,  you will receive
immediate



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Dr. Lawrence B. Brilliant
April 7, 1998
Page 3

cash payments  equal to two years of your then current  salary and bonuses,  but
not less than $500,000.  If your  employment is terminated for any other reason,
you shall  receive  only all salary and bonus  accrued  through the  termination
date.

You shall hold in strictest confidence any and all confidential information that
may come into your  possession or knowledge  concerning the products,  services,
processes,  businesses,  suppliers,  customers  and clients of the Company,  but
confidential  information shall not include  information  generally available to
the public other than as a result of your disclosure thereof.

You agree that from the date  hereof  through  one year  after  your  employment
terminates not to solicit for  employment any person  employed by the Company at
any time within one year prior to your solicitation.



Sincerely,

/s/ Ronald I. Simon
----------------------------------------
Ronald I. Simon
Chairman of the Board



ACCEPTED and AGREED to
April 7, 1998

/s/ Lawrence B. Brilliant, M.D.
----------------------------------------
Lawrence B. Brilliant, M.D.